SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 30, 2000.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _______________
to _______________ .
Commission File No.: 1-8045
GENRAD, INC.
(Name of Registrant)
MASSACHUSETTS 04-1360950
(State or Incorporation) (I.R.S. Employer Identification No.)
7 TECHNOLOGY PARK DRIVE
WESTFORD, MASSACHUSETTS 01886-0033
(978) 589-7000
Securities Registered Pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of shares of Common Stock held by non-affiliates of
the registrant as of March 26, 2001 was $239,658,438. As of March 26, 2001,
28,509,554 shares of the Common Stock of GenRad, Inc., $1.00 par value, were
outstanding.
REQUIRED INFORMATION
In accordance with General Instruction F of Form 10-K and Rule 15d-21 of the
Securities Act of 1934, as amended, GenRad, Inc. is filing this first amendment
to its Annual Report on Form 10-K filed on March 30, 2001 to include as exhibits
the financial statements and schedules of the GenRad Choice Investment Plan and
a consent of Independent Accountants. Such financial statements and schedules
have been prepared in accordance with the financial reporting requirements of
ERISA and examined by an independent accountant on a full scope basis.
Full title of the plan and the address of the plan, if different from that of
the issuer named below:
GenRad Choice Investment Plan
Name of issuer of the securities held pursuant to the plan and the address of
its principal executive offices:
GenRad, Inc.
7 Technology Park Drive
Westford, Massachusetts 01886
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(2) The following schedules to the Consolidated Financial Statements
of GenRad, Inc. and Subsidiaries are filed as part of this report:
A. Schedule II & Valuation and Qualifying Accounts
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of GenRad, Inc.:
Our audits of the consolidated financial statements referred to in our
report dated February 8, 2001 appearing in this Form 10-K also included an audit
of the Financial Statement Schedule listed in Item 14(a)(2) of this Form 10-K.
In our opinion, this financial statement Schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Boston, Massachusetts
March 30, 2001
All other schedules not listed above are inapplicable or are not
required under Securities and Exchange Commission regulations and therefore have
been omitted.
(a)(3) The following Exhibits are filed as part of this report:
3.1 Articles of Organization of GenRad, Inc. as amended to May
21, 1980, incorporated by reference to Exhibit 3.1 to the
Company's report on Form 10-K for the year ended January
3, 1981.
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3.2 Articles of Amendment to the Articles of Organization of
GenRad, Inc., incorporated by reference to Exhibit 3.1 to
the Company's report on Form 10-K for the year ended
December 31, 1983.
3.3 Articles of Amendment to the Articles of Organization of
GenRad, Inc., incorporated by reference to Exhibit 3.1 to
the Company's report on Form 10-K for the year ended
January 2, 1988.
3.4 Articles of Amendment and Restatement of the By-Laws of
GenRad, Inc. as of October 20, 2000, incorporated by
reference to Exhibit 3.1 to the Company's report on Form
10-Q for the quarter ended September 30, 2000.
10 Lease agreement dated July 26, 1996 between GenRad, Inc.
and Michelson Farm-Westford Technology Park Trust,
incorporated by reference to Exhibit 10 to the Company's
report on Form 10-Q for the quarter ended June 29, 1996.
10.1 Facility agreement dated June 26, 1997 between GenRad
Limited and BankBoston, N.A. London Branch, incorporated
by reference to Exhibit 10.1 to the Company's report on
Form 10-Q for the quarter ended June 28, 1997.
10.2 Amended and restated revolving credit agreement dated May
6, 1997 between GenRad, Inc. and BankBoston, N.A.,
incorporated by reference to Exhibit 10.2 to the Company's
report on Form 10-Q for the quarter ended June 28, 1997.
10.3 Severance Agreement between GenRad, Inc. and Kevin R.
Cloutier effective as of May 9, 1997, incorporated by
reference to Exhibit 10.3 to the Company's report on Form
10-Q for the quarter ended September 27, 1997.
10.4 Severance Agreement between GenRad, Inc. and Paul Geere
effective as of May 9, 1997, incorporated by reference to
Exhibit 10.4 to the Company's report on Form 10-Q for the
quarter ended September 27, 1997.
10.5 Severance Agreement between GenRad, Inc. and Lori B.
Hannay effective as of May 9, 1997, incorporated by
reference to Exhibit 10.5 to the Company's report on Form
10-Q for the quarter ended September 27, 1997.
10.6 Severance Agreement between GenRad, Inc. and Sarah H.
Lucas effective as of May 9, 1997, incorporated by
reference to Exhibit 10.6 to the Company's report on Form
10-Q for the quarter ended September 27, 1997.
10.7 Severance Agreement between GenRad, Inc. and James F.
Lyons effective as of May 8, 1997, incorporated by
reference to Exhibit 10.7 to the Company's report on Form
10-Q for the quarter ended September 27, 1997.
10.8 Severance Agreement between GenRad, Inc. and Paul Pronsky,
Jr. effective as of May 9, 1997, incorporated by reference
to Exhibit 10.8 to the Company's report on Form 10-Q for
the quarter ended September 27, 1997.
10.9 Severance Agreement between GenRad, Inc. and Michael W.
Schraeder effective as of May 9, 1997, incorporated by
reference to Exhibit 10.9 to the Company's report on Form
10-Q for the quarter ended September 27, 1997.
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10.10 Severance Agreement between GenRad, Inc. and Walter A.
Shephard effective as of October 24, 1997, incorporated by
reference to Exhibit 10.10 to the Company's report on Form
10-K for the year ended January 3, 1998.
10.11 Severance Agreement between GenRad, Inc. and Gary H.
Mueller effective as of October 24, 1997, incorporated by
reference to Exhibit 10.11 to the Company's report on Form
10-K for the year ended January 3, 1998.
10.12 Agreement dated February 12, 1997 between GenRad Limited
and Ford Motor Company, incorporated by reference to
Exhibit 10.12 to the Company's report on Form 10-K for the
year ended January 2, 1999.*
10.13 Settlement agreement and Mutual General Release dated
April 7, 1999 between William E. Gaines, William E.
Massaker, Frank B. Wingate and Heritage Investment Limited
Partnership and GenRad, Inc., James F. Lyons and Paul
Pronsky, Jr. incorporated by reference to Exhibit 10.13 to
the Company's report on Form 10-K for the year ended
January 2, 1999.
10.14 Employment Agreement by and between GenRad, Inc. and
Robert M. Dutkowsky effective as of April 10, 2000,
incorporated by reference to Exhibit 10.14 to the
Company's report on Form 10-Q for the quarter ended July
1, 2000.
10.15 Severance agreement between GenRad, Inc. and Ronald W.
Lindell effective as of February 15, 2001, filed herewith.
10.16 Severance agreement between GenRad, Inc. and Brian C.
Quirk effective as of August 21, 1998, filed herewith.
21 List of Subsidiaries, attached.
23.1 Consent of PricewaterhouseCoopers LLP, attached.
23.2 Consent of PricewaterhouseCoopers LLP, attached.
99.1 Financial Statements as of and for the years ended
December 31, 2000 and 1999 and Additional Information
Required for Form 5500 for the year ended December 31,
2000.
(b) None
(c) See Item 14(a)(3) above.
(d) See Item 14(a)(1) and (2) above.
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* The Company has requested confidential treatment of the redacted
positions of this exhibit pursuant to the Rule 24b-2 under the
Securities Exchange Act of 1934, as amended, and has separately filed a
complete copy of this exhibit with the Securities and Exchange
Commission.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this first amendment to its annual
report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized, on this the 29th day of June, 2001.
GENRAD, INC.
By: /s/ Walter A. Shephard
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Walter A. Shephard
Chief Financial Officer
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